Exhibit 4.16




 





 


SECOND
SUPPLEMENTAL INDENTURE


 


dated as of July 9,
2008


 


between


 


RITE
AID CORPORATION


 


and


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


as successor trustee to The
Bank of New York Trust Company, N.A.


 


to the


 


INDENTURE


 


dated as of February 21,
2007


 


between


 


RITE
AID CORPORATION


 


and


 


THE
BANK OF NEW YORK TRUST COMPANY, N.A.


 


as Trustee




 





 


8.625% Senior Notes due 2015


 





















 


THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”),
dated as of July 9, 2008, among Rite Aid Corporation, a Delaware
corporation (the “Company”), each of the subsidiary guarantors of the
Company listed on Schedule I hereto (the “Subsidiary Guarantors”) and
The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as
successor Trustee, under the Indenture referred to below.


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the Company has heretofore executed and delivered an
indenture dated as of February 21, 2007, as amended by the First
Supplemental Indenture thereto, dated as of June 4, 2007 (such supplemental
indenture, the “First Supplemental Indenture” and the indenture as
amended by the First Supplemental Indenture, the “Indenture”), between
the Company, each of the Subsidiary Guarantors and the Trustee, pursuant to
which the Company has issued its 8.625% Senior Notes due 2015 (the “Notes”)
and the Subsidiary Guarantors have provided subsidiary guarantees (the Notes
together with the subsidiary guarantees, the “Securities”);


 


WHEREAS, Section 9.01(1) of the Indenture provides
that, subject to certain conditions, the Company, the Subsidiary Guarantors and
the Trustee may amend the Indenture or the Securities without notice to or
consent of any Holder to cure any ambiguity, omission, defect or inconsistency;


 


WHEREAS, the Company and each of the Subsidiary Guarantors
are undertaking to execute and deliver this Second Supplemental Indenture to cure
an omission and defect in Section 4.03(2)(s) of the Indenture and to
cure a defect in Schedule I to the First Supplemental Indenture; and


 


WHEREAS, the Board of Directors of the Company and the Boards
of Directors, Boards of Managers or Partners of the Subsidiary Guarantors have
authorized and approved the execution and delivery of this Second Supplemental
Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:


 


ARTICLE I




CAPITALIZED TERMS


 


Section 1.01           Amendments to the Indenture.  Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Indenture.


 


ARTICLE II



AMENDMENTS AND WAIVERS


 


Section 2.01           Amendments to Section 4.03(2)(s).  Section 4.03(2)(s) is amended in
its entirety to read as follows:


 


(s) Permitted Refinancing
Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first
paragraph of this section 4.03 and clauses (a), (c), (d), (e), (k), (m) and
(q) above; and


 


Section 2.02           Amendment to the Indenture.  The Indenture is hereby amended by replacing
Schedule 1 of the First Supplemental Indenture with the corrected Schedule 1
attached hereto.


 


Section 2.03           Effect of Amendments.  For the avoidance of doubt, from and after
the effectiveness of this Second Supplemental Indenture, all references to the
Subsidiary Guarantors in the Indenture shall mean the Subsidiary Guarantors as
defined in the Indenture, but shall not include PJC Essex Realty LLC, PJC
Norwich Realty LLC and PJC Peterborough Realty II LLC.


 





















 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.01           Ratification of Indenture; Second
Supplemental Indenture Part of Indenture.  (i)  Except as expressly supplemented
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and
effect.  This Second Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of the Securities heretofore or hereafter authenticated and delivered shall be
bound hereby.  In the event of a conflict
between the terms and conditions of the Indenture and the terms and conditions
of this Second Supplemental Indenture, then the terms and conditions of this
Second Supplemental Indenture shall prevail.


 


(ii)           This Second Supplemental Indenture
shall become effective upon its execution and delivery by the Company, the
Subsidiary Guarantors and the Trustee.


 


(iii)          The Notes include certain of the
foregoing provisions from the Indenture. 
Upon the operative date of this Second Supplemental Indenture, such
provisions from the Notes shall be deemed deleted or amended as applicable.


 


Section 3.02           Governing Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 3.03           Trustee Makes No Representation.


 


The recitals contained herein are those of the Company and the
Subsidiary Guarantors and not the Trustee, and the Trustee assumes no
responsibility for the correctness of same. 
The Trustee makes no representations as to the validity or sufficiency
of this Second Supplemental Indenture.  All
rights, protections, privileges, indemnities and benefits granted or afforded
to the Trustee under the Indenture shall be deemed incorporated herein by this
reference and shall be deemed applicable to all actions taken, suffered or
omitted by the Trustee under this Second Supplemental Indenture.


 


Section 3.04           Counterparts.


 


The parties may sign any number of copies of this Second Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


Section 3.05           Effect of Headings.


 


The section headings herein are for convenience only and shall not
effect the construction thereof.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.


 


	
   

  	
  RITE AID CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Sari

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
  Secretary and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARY GUARANTORS 

  LISTED ON SCHEDULE I HERETO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Sari

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.G. Donovan

  
	
   

  	
   

  	
  Name:

  	
  D.G. Donovan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


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SCHEDULE I


 


Subsidiary Guarantors


 


1515 West State Street Boise, Idaho, LLC


Ann & Government Streets- Mobile, Alabama, LLC


Brooks Pharmacy, Inc.


Central Avenue and Main Street-Petal, MS, LLC


Eagle Managed Care Corp.


Eckerd Corporation


EDC Licensing, Inc.


Eighth and Water Streets-Urichsville, Ohio, LLC


Genovese Drug Stores, Inc.


JCG (PJC) USA, LLC


JCG Holdings (USA), Inc.


K&B, Incorporated


Maxi Drug North, Inc.


Maxi Drug South, L.P.


Maxi Drug, Inc.


Munson & Andrews, LLC


Name Rite, L.L.C.


P.J.C. Distribution, Inc.


P.J.C. Realty Co., Inc.


Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC


PJC Dorchester Realty LLC


PJC East Lyme Realty LLC


PJC Haverhill Realty LLC


PJC Hermitage Realty LLC


PJC Hyde Park Realty LLC


PJC Lease Holdings, Inc.


PJC Manchester Realty LLC


PJC Mansfield Realty LLC


PJC New London Realty LLC


PJC Peterborough Realty LLC


PJC Providence Realty LLC


PJC Realty N.E. LLC


PJC Revere Realty LLC


PJC Special Realty Holdings, Inc.


Rite Aid Drug Palace, Inc.


Rite Aid Hdqtrs. Corp.


Rite Aid Hdqtrs. Funding, Inc.


Rite Aid Services, L.L.C.


Rite Aid of Delaware, Inc.


Rite Aid of New York, Inc.


Rite Aid Rome Distribution Center, Inc.


Rite Aid Realty Corp.


Rite Aid Transport, Inc.


Rite Fund, Inc.


Rite Investments Corp.


Rx Choice, Inc.


Silver Springs Road-Baltimore, Maryland/One, LLC


Silver Springs Road-Baltimore, Maryland/Two, LLC


State & Fortification Streets-Jackson, Mississippi, LLC


State Street and Hill Road-Gerard, Ohio, LLC


The Jean Coutu Group (PJC) USA, Inc.


 


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Thrift Drug Services, Inc.


Thrift Drug, Inc.


Tyler and Sanders Roads, Birmingham-Alabama, LLC


112 Burleigh Avenue Norfolk, LLC


1740 Associates, LLC


3581 Carter Hill Road-Montgomery Corp.


4042 Warrensville Center Road-Warrensville Ohio, Inc.


5277 Associates, Inc.


537 Elm Street Corp.


5600 Superior Properties, Inc.


657-659 Broad St. Corp.


764 South Broadway-Geneva, Ohio, LLC


Apex Drug Stores, Inc.


Broadview and Wallings-Broadview Heights Ohio, Inc.


Eckerd Fleet, Inc.


EDC Drug Stores, Inc.


England Street-Asheland Corporation


Fairground, L.L.C.


GDF, Inc.


Gettysburg and Hoover-Dayton, Ohio, LLC


Harco, Inc.


K&B Alabama Corporation


K&B Louisiana Corporation


K&B Mississippi Corporation


K&B Services, Incorporated


K&B Tennessee Corporation


K&B Texas Corporation


Keystone Centers, Inc.


Lakehurst and Broadway Corporation


Maxi Green, Inc.


Mayfield & Chillicothe Roads-Chesterland, LLC


MC Woonsocket, Inc.


Northline & Dix-Toledo-Southgate, LLC


P.J.C. of West Warwick, Inc.


Patton Drive and Navy Boulevard Property Corporation


PDS-1 Michigan, Inc.


Perry Distributors, Inc.


Perry Drug Stores, Inc.


PJC of Cranston, Inc.


PJC of East Providence, Inc.


PJC of Massachusetts, Inc.


PJC of Rhode Island, Inc.


PJC of Vermont, Inc.


PJC Realty MA, Inc.


RDS Detroit, Inc.


Ram-Utica, Inc.


READ’s Inc.


Rite Aid of Alabama, Inc.


Rite Aid of Connecticut, Inc.


Rite Aid of Florida, Inc.


Rite Aid of Georgia, Inc.


Rite Aid of Illinois, Inc.


Rite Aid of Indiana, Inc.


Rite Aid of Kentucky, Inc.


Rite Aid of Maine, Inc.


Rite Aid of Maryland, Inc.


 


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Rite Aid of Massachusetts, Inc.


Rite Aid of Michigan, Inc.


Rite Aid of New Hampshire, Inc.


Rite Aid of New Jersey, Inc.


Rite Aid of North Carolina, Inc.


Rite Aid of Ohio, Inc.


Rite Aid of Pennsylvania, Inc.


Rite Aid of South Carolina, Inc.


Rite Aid of Tennessee, Inc.


Rite Aid of Vermont, Inc.


Rite Aid of Virginia, Inc.


Rite Aid of Washington, D.C., Inc.


Rite Aid of West Virginia, Inc.


Seven Mile and Evergreen-Detroit, LLC


The Lane Drug Company


Thrifty Corporation


Thrifty PayLess, Inc.


 


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